Sean Baker’s second feature, “Prince of Broadway,” a micro-budget vérité film shot in New York City’s wholesale fashion district, won a slew of festival awards after its debut at the Los Angeles Film Festival in 2008 (winning Best Narrative Feature) and landed on many Best of 2010 lists (including The Envelope). We interviewed Baker along with “Prince of Broadway” presenter Lee Daniels in 2010. Now, the director’s third feature, “Starlet,” opens in NY and LA following its festival run which began at SXSW.

Check out an exclusive clip below, along with our interview with Baker on the making of “Starlet.” He affirms that while the film may look a bit flashier (he handed over camera duties to cinematographer Radium Cheung and got Ernest Hemingway’s great-granddaughter to star), his style is still guerilla.

On the surface, “Starlet” is a different flavor from “Prince of Broadway,” but it rings as true to its own novel environment and characters. As with “Prince,” it allows audiences to feel its pulse as it unfolds.

The Synopsis: “Starlet” explores the unlikely friendship between 21 year-old Jane (Dree Hemingway), and 85 year-old Sadie (Besedka Johnson), two women whose worlds collide in California’s San Fernando Valley. Jane spends her time getting high with her dysfunctional roommates, Melissa and Mikey, while taking care of her Chihuahua, Starlet. Sadie, an elderly widow, passes her days alone, tending to her flower garden. After a confrontation between the two women at Sadie’s yard sale, Jane uncovers a hidden stash of money inside a relic from Sadie’s past. Jane attempts to befriend the caustic older woman in an effort to solve her dilemma and secrets emerge as their relationship grows.

Sean Baker: The biggest change has been that I left NYC and moved to Los Angeles. And it is all because of the weather. I believe that human beings shouldn’t live in climates that they cannot survive naked…and New York, although full of energy and heart, does not fall within that rubric.

What was the inspiration for “Starlet”?

“Starlet” comes from two ideas wrapped in to one. For over ten years, I had a treatment sitting on the back burner. It was entitled “Bric-a-Brac” and it was about a 20 year-old woman who finds a large amount of money in a thermos purchased at a yard sale and instead of keeping it or immediately returning it… she befriends the elderly women who sold her the thermos to assess if she needs or deserves the money back. “Harold and Maude” was most definitely on my mind. However, like “Prince of Broadway,” some of its inspiration stemmed from an “Our Gang” short. This time around, it was a short entitled “Second Childhood” directed by the vastly underrated Gus Meins. In it, the gang gives an abrasive and lonely elderly woman a new outlook on life.

The second idea came from living in Los Angeles in 2010. “Starlet”‘s co-writer, Chris Bergoch, and I worked on an MTV show together. It was a comedy show that I co-created called “Warren The Ape.” MTV was targeting 16 to 20 year old guys… so of course we were casting a lot of porn stars to please our demographic. The more we worked with these women and glimpsed behind the facade of their XXX personas, we slowly came to see that their personal lives were about as unglamorous as the rest of ours. I had the idea to shoot a very small vérité type film about a day in the life of a “starlet” focused on a day in which she wasn’t working. Chris and I started spit-balling ideas and he suggested combining my “Bric-a-Brac” plot with this newer concept and “Starlet” was born.

Was your process different than “Prince of Broadway?” How has your guerilla/vérité directing style evolved?

The process was actually very similar to “Prince.” And honestly, it was a tougher shoot, which I didn’t think was possible. As far as the guerilla style goes… it may have been even more guerilla style… meaning, I didn’t have an Assistant Director, crew members wore many hats, and we had only a certain percentage of control over every shooting situation… which always welcomes chaos and at the same time happy accidents that make it all worth it.

The one big change is that I did not shoot “Starlet.” My wonderful cinematographer Radium Cheung took that burden away from me and gave “Starlet” a look in which I never could have achieved on my own. We shared camera operating duties at first because I thought that shooting hand-held at close proximity with the actors would lead to an intimacy that would spark ideas. However, by the end of the shoot, Radium was doing most of the hand-held camera work because he knew exactly what I was looking for. And I was still able to remain within a few feet of the actors.

We also shot this film with real anamorphic lenses without the luxury of seeing it un-squeezed until we were in the editing room a month later. This led to us being very particular about our framing and un-squeezing it in our head before rolling camera on every take. We used the 2:35 anamorphic framing to be more thoughtful when it came to composing shots and sequences…something I did not have the opportunity to do with my previous films.

How did your stars, Dree Hemingway and Besedka Johnson, come onboard?

Our casting director, Julia Kim, and I were searching awhile for both roles. I wanted a fresh face for Jane and was considering “stunt” casting for Sadie. We auditioned several young women for Jane, even using YouTube to try to find new faces, but to no avail. For the role of Sadie, I wanted to cast a star from yester year… a “starlet” from another era. We came so close to casting a very big name but it didn’t happen for various reasons.

Then two miracles happened at the same time. Allan Mindel, Dree’s acting manager, saw our casting call for the character of Sadie and asked if we had cast for the role of Jane yet… and if we hadn’t, if we were interested in Dree. I didn’t know Dree was making her move in to the acting world so had never even considered her for the role. I watched every YouTube interview there was with Dree and was 80% convinced she could embody the character of Jane. Then I had a 30 minute Video Skype call with her and asked her to be in the film by the end of the conversation. There was no doubt in my mind she had the humor, sensibility and appeal needed for the role.

Besedka came to us in an even more blessed way. We were having difficulty finding someone for Sadie. As I said before, we thought we had landed a very impressive name when that fell through. We were pretty distraught because we were only 3 to 4 weeks from production. Shih-Ching Tsou (co-director of “Take Out”), is one of the executive producers on “Starlet.” She was in town for pre-production (she was also doing costume design and continuity on the film) and went to the local YMCA to work-out. She texted me from the gym and wrote “I think I found our Sadie.” Shih-Ching spoke to Besedka and asked her to audition. Julia Kim and I met with her and were immediately impressed. What was more amazing is that Besedka (86 years old) lived most of her life in LA, always wanted to act but just never had the opportunity.

With “Prince of Broadway” you used many “non-actors” – was that also your goal with “Starlet”?

Well honestly, in retrospect, when I referred to the actors from “Prince” as non-actors or non-professionals, it was actually a great disservice to them. The fact is that they are all actors and should be viewed that way by the industry. It was our casting process that was non-professional. We went to the streets or to friends to cast the film. It was simply a non-traditional way of finding actors because a majority of them did not have formal training. But to this day, Prince Adu as well as the other performers from “Prince” are pursuing acting and should be taken seriously by the industry. Karren Karagulian, who co-starred in “Prince,” is actually on his fourth role now as Arash in “Starlet.” He’s an actor’s actor if there’s ever been one.

So basically the percentage of actors with formal training to those who don’t have formal training is about equal in “Starlet” as it is in “Prince” and “Take Out.” Stella Maeve and James Ransone obviously have the most clocked time behind the camera but this is Dree’s lead role debut and Besedka’s first time on camera…so again, it’s about mixing it up.

Did you stick closely to a script or did you improvise? In “Prince of Broadway” you gave actors a lot of freedom in the moment…

Just like “Prince,” the actors were allowed to go off page anytime they felt inspired to do so. Chris and I were proud of the dialogue we had written, however, we were never married to it and always open to hear how the actors brought their own voices to the written word. Then there were times when we would riff an entire conversation on camera and I was blessed to have such a talented group of actors who were comfortable doing so. I would frequently turn to Dree, Stella and James and ask them what they thought of a particular line. If they liked it, we would shoot it. If they didn’t, we would take the time to write something new on the spot. I believe the collaborative process is what keeps a film shoot fresh and exciting every day.

Where is “Starlet” going after SXSW?

Not sure yet where our international premiere will be.

What’s your next project?

It’s a toss-up between “Left-Handed Girl,” a Taiwanese family drama to be co-directed by Shih-Ching Tsou and another NYC story that I’ve been developing for some time with Karren Karagulian and Victoria Tate (“Prince of Broadway”).